MS STRUCTURED SATURNS SERIES 2004-2 - FORM 10-K - EX-31.3 - March 29, 2012

Attached files

file filename
10-K - MS STRUCTURED SATURNS SERIES 2004-2saturns10k2004-2.htm
EX-99.1 - MS STRUCTURED SATURNS SERIES 2004-2saturns10k2004-2_ex991.htm
EX-31.2 - MS STRUCTURED SATURNS SERIES 2004-2saturns10k2004-2_ex312.htm
EX-31.1 - MS STRUCTURED SATURNS SERIES 2004-2saturns10k2004-2_ex311.htm
Exhibit 31.3
 
COMPLIANCE STATEMENT
 
Reference is made to the Trust Agreement, between MS Structured Asset Corp., as Depositor and U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as Trustee, as successor by merger to LaSalle Bank National Association, as Trustee, for SATURNS Trust No. 2004-2, dated February 11, 2004, together with Schedules I, II and III attached thereto, and the Standard Terms for Trust Agreements, between MS Structured Asset Corp., as Depositor and U.S. Bank National Association, as Trustee, as successor-in-interest to Bank of America, National Association, as Trustee, as successor by merger to LaSalle Bank National Association, as Trustee dated March 5, 2003. Capitalized terms used herein and not defined shall have the meanings defined in the Trust Agreement and the Standard Terms for Trust Agreements.

In connection with the preparation and delivery of the annual report on Form 10-K of MS Structured Asset Corp. on behalf of SATURNS Trust No. 2004-2 for the fiscal year ending December 31, 2011 (“Fiscal Year”) and the certifications given by In-Young Chase with respect thereto, the undersigned hereby certifies that she is a duly elected Vice President of U.S. Bank National Association (the “Trustee”) and further certifies in her capacity as such as follows:

1.  
U.S. Bank National Association has prepared all reports to Unitholders with respect to each distribution date for SATURNS Trust No. 2004-2, and has filed a copy of the reports to Unitholders for the months listed on Exhibit A attached hereto.

2.  
I have reviewed the reports on Form 8-K containing the reports to Unitholders included on Exhibit A (the “U.S. Bank Reviewed Distribution Reports”) for the year covered by this annual report of MS Structured Asset Corp., on behalf of SATURNS Trust No. 2004-2;
 
3.  
I am familiar with the operations of U.S. Bank National Association with respect to the SATURNS program and SATURNS Trust No. 2004-2 and the requirement imposed by the Trust Agreement,
 
4.  
Based on my knowledge, the information in the U.S. Bank Reviewed Distribution Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date that the distribution information was filed on Form 8-K or Form 8-KA, as applicable.
 
5.  
Based on my knowledge, the reporting information required to be provided in the U.S. Bank Reviewed Distribution Reports under the Trust Agreement, is included in the U.S. Bank Reviewed Distribution Reports;
 
6.  
Based on my knowledge, and except as disclosed in the U.S. Bank Reviewed Distribution Reports, for the applicable periods (as outlined in Exhibit B attached hereto), the Trustee has fulfilled its obligations under the Trust Agreement.
 
7.  
Based on my knowledge, and except as disclosed in this Compliance Statement or the U.S. Bank Reviewed Distribution Reports, there are no material legal proceedings with respect to the trust, involving the trust or U.S. Bank National Association as trustee.
 
 
    By:         /s/ Kimberly O. Jacobs   
     Name:         Kimberly O. Jacobs
     Title:           Vice President
   
 Date:           March 8, 2012

 
.

 
 
 
Exhibit A


SATURNS  Trust No.:
Closing Date
Payment Dates
Dates for which U.S. Bank National Association filed the Form 8-K for FY 2011
U.S. Bank Reviewed Distribution Reports
2004-2
February 11, 2004
February 15, 2011
August 15, 2011
N/A
August 2011 Distribution Report



 
 
 

Exhibit B

Allocation of Responsibility between BANA and USB regarding certain Trust Agreement provisions

Mar 2003 Reference
Standard Terms for Trust Agreements Section
BANA
USB
2.02
Entry Into Swap Agreement and Other Agreements
1/1-9/6
2/1-12/31
3.02a
Administration of the Trust
1/1-9/6
2/1-12/31
3.02b
Administration of the Trust
1/1-9/6
2/1-12/31
3.03
Collection of Certain Underlying Security Payments
1/1-9/6
2/1-12/31
3.04
Sale
N/A
N/A
3.05a
Unit Account
1/1-9/6
9/6-12/31
3.05b
Unit Account
1/1-2/1
2/1-12/31
3.06
Investment of Funds in the Accounts
1/1-2/1
2/1-12/31
3.07
Retained Interest
1/1-9/6
9/6-12/31
3.08
Access to Certain Documentation
1/1-9/6
2/1-12/31
4.01
Distributions
1/1-9/6
2/1-12/31
4.02a
Reports to Unitholders and Others - with respect to statement information (i) to (xi)
N/A
2/15/2011, 8/15/2011
4.02a
Reports to Unitholders and Others - with respect to 8-K filing
2/15/2011, 8/15/2011
N/A
4.02a
Reports to Unitholders and Others - with respect to year end statement
1/1-9/6
9/6-12/31
4.02b
Reports to Unitholders and Others (b)
1/1-2/1
2/1-12/31
4.02c
Reports to Unitholders and Others (c)
1/1-2/1
2/1-12/31
4.02d
Reports to Unitholders and Others (d)
1/1-3/1
N/A
4.02e
Reports to Unitholders and Others (e)
1/1-2/1
2/1-12/31
4.02f
Reports to Unitholders and Others (f)
1/1-3/1
N/A
4.03
Calculation of Interest Rates
1/1-2/1
2/1-12/31
4.04
Compliance with Tax Reporting and Withholding Requirements
1/1-2/1
2/1-12/31
4.05
Preservation of Information, Communications to Holders - with respect to Registrar
1/1-9/6
9/6-12/31
5.02
Execution, Authentication, and Delivery
1/1-9/6
9/6-12/31
5.03
Registration; Registration of Transfer and Exchange
1/1-9/6
9/6-12/31
5.04
Mutilated, Destroyed, Lost and Stolen Units
1/1-9/6
9/6-12/31
5.05
Distributions in Respect of Units
1/1-9/6
9/6-12/31
5.07
Cancellation
1/1-9/6
9/6-12/31
5.08
Currency of Distributions in Respect of Units; Redenomination
1/1-9/6
9/6-12/31
5.09
Appointment of Paying Agent
1/1-9/6
9/6-12/31
5.10
Authenticating Agent
1/1-9/6
9/6-12/31
5.11
Issuance and Transfer Restrictions
1/1-9/6
9/6-12/31
5.11e
Issuance and Transfer Restrictions
1/1-2/1
2/1-12/31
5.12
Optional Exchange
N/A
N/A
5.13
Callable Series - with respect to notices
N/A
N/A
5.13
Callable Series - with respect to distributions
N/A
N/A
7.01
Voting Rights with Respect to Underlying Securities
1/1-2/1
2/1-12/31
7.02
Amendments and Waivers Under Swap Agreement and Guarantee
N/A
N/A
8.01
Realization Upon Default
1/1-2/1
2/1-12/31
9.01
Liquidation Events
1/1-2/1
2/1-12/31
9.02
Trust Wind Up Event
1/1-2/1
2/1-12/31
9.03
Expense Event
1/1-2/1
2/1-12/31
9.05a
Disposition of Trust Property
1/1-2/1
2/1-12/31
9.05b
Disposition of Trust Property
1/1-9/6
2/1-12/31
9.05c
Disposition of Trust Property - with respect to administration of terminations and liquidations, notices
1/1-2/1
2/1-12/31
9.05c
Disposition of Trust Property - with respect to distribution of proceeds
1/1-9/6
2/1-12/31
9.05d
Disposition of Trust Property
1/1-2/1
2/1-12/31
9.05h
Disposition of Trust Property
1/1-2/1
2/1-12/31
9.05j
Disposition of Trust Property
1/1-9/6
2/1-12/31
9.06
Limitation on Notice Requirement
1/1-2/1
2/1-12/31
10.01
Trustee Duties
1/1-9/6
2/1-12/31
11.01
Termination of Trust
N/A
N/A
12.01
Amendment of Trust Agreement; Waivers
1/1-9/6
2/1-12/31
12.07
Notice to Rating Agencies
1/1-2/1
2/1-12/31
12.08
Perfection of the Swap Counterparty Security Interest
N/A
N/A
Trust Agreement
      
Schedule I
Callable Series
1/1-9/6
2/1-12/31
Schedule I
Expense Administrator
1/1-9/6
2/1-12/31
Schedule I
Warrant Agent
1/1-9/6
2/1-12/31
Schedule I
Exchange Series Terms
1/1-2/1
2/1-12/31
Schedule I
Compliance Certificate
1/1-3/1
N/A
Schedule I
Distributions Reports
1/1-9/6
9/6-12/31
Schedule III
Additional Warrant Terms
1/1-9/6
2/1-12/31